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Partnership agreement

A partnership agreement is a contract among the owners of a business partnership that sets out what each puts in, how profits and decisions are shared, and what happens when someone leaves.

What it is

When two or more people run a business together as a partnership, the law of their state fills in default rules for anything they haven't agreed. Those defaults rarely match what the partners want. A partnership agreement replaces them with the partners' own terms.

It is a founding document. It is signed once, amended rarely, and read closely when things go wrong. For a limited liability company, the similar document is usually called an operating agreement. For a short-term joint project between two companies, a joint venture agreement or a letter of intent may come first.

When it is used

  • Two or more people start a business together as a partnership.
  • A new partner joins, or an existing one leaves.
  • Partners change how profits are split or who decides what.
  • Professional firms, such as small agencies or advisory practices, formalise how they work.

What it usually contains

SectionWhat it covers
Name, purpose and placeThe partnership's name, what it does, and where it is based
Partners and contributionsWho the partners are, and the cash, property or work each puts in
Ownership sharesEach partner's percentage
Profits, losses and drawsHow profits and losses are split and when partners take money out
Management and votingWho decides what, and which decisions need everyone
Duties and timeWhat each partner must do, and limits on competing work
Admission of new partnersHow new partners join and on what terms
Withdrawal and buyoutHow a partner leaves, how their share is valued and paid
Death or incapacityWhat happens to a partner's share
Dispute resolutionMediation, arbitration or court, and where
DissolutionHow the business is wound up and assets shared
SignaturesEvery partner

Things to get right

  • Agree the exit before you need it. The buyout and valuation sections are the hardest to write later, when people are upset.
  • Every partner signs. A partnership agreement that one partner never signed invites argument. Send it to all of them at once.
  • Get advice on tax. How a partnership is taxed and how profits are allocated has real consequences. An accountant should see the draft.
  • Keep amendments with the original. Each signed amendment should name the agreement it changes.

This is general information, not legal or tax advice. A partnership agreement is worth paying a lawyer to draft or review, because the defaults it replaces vary by state.

How to send it for signature with docuinked

In the app

Upload the agreement, add every partner as a signer, and leave signing order off so they can sign in any order. Place initials on the pages with ownership shares and buyout terms. Each partner gets their own copy of the sealed PDF when the last one signs.

By API

Up to 10 signers fit on one document during the beta. This example sends to three partners at once, with initials next to the ownership table.

curl https://docuinked.com/v1/documents \
  -H "Authorization: Bearer $DOCUINKED_API_KEY" \
  -H "Idempotency-Key: partnership-agreement-2026-final" \
  -H "Content-Type: application/json" \
  -d '{"title": "Partnership agreement, Harbor Street Studio",
       "pdf_url": "https://example.com/partnership-agreement.pdf",
       "ordered": false,
       "signers": [{"name": "Lee Morgan", "email": "lee@example.com"},
                   {"name": "Ari Kaplan", "email": "ari@example.com"},
                   {"name": "Sky Turner", "email": "sky@example.com"}],
       "fields": [{"signer": 1, "kind": "initials", "anchor": "Initials (Partner 1):"},
                  {"signer": 2, "kind": "initials", "anchor": "Initials (Partner 2):"},
                  {"signer": 3, "kind": "initials", "anchor": "Initials (Partner 3):"},
                  {"signer": 1, "kind": "signature", "anchor": "Partner 1:"},
                  {"signer": 2, "kind": "signature", "anchor": "Partner 2:"},
                  {"signer": 3, "kind": "signature", "anchor": "Partner 3:"}],
       "send": true}'

You will rarely send a partnership agreement by API. It is here so you can see how many signers and fields fit in one call.

From an agent

An agent can prepare the document and fill in names and shares over MCP. That is a document where a person should read every line, and docuinked makes sure of it: the live send waits at an approval_url for a named person. The agent can't sign for any partner. See approvals.

After signing

Each partner can check the sealed file at any time with the free PDF checker. The certificate of completion lists who signed and when. Keep it with the agreement.

Sources

Checked 2026-11-07.

  • ESIGN Act, 15 USC 7001: electronic signatures and records may not be denied effect solely for being electronic.

Common questions

Can partners in different cities sign at different times?

Yes. Each partner signs from their own link when they are ready. The document completes when the last one signs, and the evidence records each time separately.

Is an operating agreement the same thing?

Close, but for a limited liability company rather than a partnership. Both set ownership, money and decisions among owners. Use the one that matches your legal form.

What if one partner wants changes before signing?

They can decline on the signing page and explain why. Make the changes, void the old document, and send the new version to everyone so all sign the same file.

Related

Try it in test mode

Free during the beta. Test keys send no email, so you can build the whole flow first.